SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  Form 10-K  þANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended March 31, 2012  oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ________to
_________  Commission File Number 333-168530  Rainbow Coral Corp.(Exact name of registrant as specified in its charter)  Florida
    
    27-3247562(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)495 Grand Blvd., Suite 206Miramar Beach, Florida
    
    32550(Address of principal
        executive offices)
    
    (Zip Code)  Registrant’s telephone number, including area
code:   (850) 269-7230  Securities registered pursuant to Section 12(b)
of the Act: None  Securities registered pursuant to Section 12(g)
of the Act: Common stock, $0.0001 par value  Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes o
    No þ  Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
    No þ  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ
    No o  Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, ever Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes o
    No þ  Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
the registrant’ s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes þ
    No o    Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer ” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer
    o
    
    Accelerated filer
    oNon-accelerated filer
    o
    
    Smaller reporting company
    þ

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes   o
    No þ



The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, based on the closing price on September 30, 2011, was $2,500,000. Shares of common stock
held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in
that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive
determination for other purposes.



There were 595,000 shares of the registrant’s common stock
issued and outstanding as of June 30, 2012.





IMPORTANT INFORMATION REGARDING THIS FORM
10-K



Unless otherwise indicated,
references to “we,” “us,” and “our” in this Annual Report on Form 10-K refer to Rainbow Coral
Corp.



Readers should consider
the following information as they review this Annual Report:



Forward-Looking Statements



The statements contained
or incorporated by reference in this Annual Report on Form 10-K that are not historical facts are “forward-looking statements”
(as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  All statements other than statements of historical fact are, or may be deemed to be, forward-looking
statements.  Forward-looking statements include any statement that may project, indicate or imply future results, events,
performance or achievements.  The forward-looking statements contained herein are based on current expectations that involve
a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,”
“expect,” “may,” “will,” “should,” “intend,” “plan,” “could,”
“estimate” or “anticipate” or the negative thereof or other variations thereon or comparable terminology,
or by discussions of strategy that involve risks and uncertainties.



Given the risks and uncertainties
relating to forward-looking statements, investors should not place undue reliance on such statements.  Forward-looking statements
included in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K and are not guarantees
of future performance.  Although we believe that the expectations reflected in the forward-looking statements are reasonable,
such expectations may prove to have been incorrect.  All subsequent written and oral forward-looking statements attributable
to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.



Except to the extent required
by applicable securities laws, we expressly disclaim any obligation or undertakings to release publicly any updates or revisions
to any statement or information contained in this Annual Report on Form 10-K, including the forward-looking statements discussed
above, to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which
any statement or information is based.



ii


    RAINBOW CORAL CORP.

FORM 10-K

TABLE OF CONTENTS



PART IPageItem 1.  Business.
    
    1Item 1A.  Risk Factors.
    
    1Item 1B.  Unresolved Staff Comments.
    
    1Item 2.  Properties
    
    1Item 3.  Legal Proceedings
    
    1Item 4.  Mine Safety Disclosure
    
    1PART IIItem 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
    
    2Item 6.  Selected Financial Data.
    
    3Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    
    4Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
    
    5Item 8.  Financial Statements and Supplementary Data
    
    6Report of Independent Registered Public Accounting Firm
    
    6Balance Sheet
    
    7Statement of Operations
    
    8Statement of Changes in Stockholders’ Equity
    
    9Statement of Cash Flows
    
    10Notes to Financial Statements
    
    11Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    
    16Item 9A.  Controls and Procedures.
    
    16Item 9B.  Other Information.
    
    17PART IIIItem 10.  Directors, Executive Officers and Corporate Governance.
    
    18Item 11.  Executive Compensation.
    
    19Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    12Item 13.  Certain Relationships and Related Transactions, and Director Independence.
    
    22Item 14.  Principal Accountant Fees and Services.
    
    22PART IVItem 15.  Exhibits and Financial Statement Schedules.
    
    23Signatures
    
    24

iii


    Part I



Item 1. Business.



Rainbow Coral Corp. (“we”, “us”,
“our”, “RBCC”, or the “Company”) was incorporated in the State of Florida on August 13, 2010.
On June 13, 2011 we acquired all of the assets and the business of Father Fish Aquarium, Inc, (“Father Fish”) for $50,000.
We plan to continue the business of Father Fish under the name of Rainbow Coral Corp. The Company was formed to build a coral farm
facility to develop and propagate (or grow) live coral, independent of oceans, as a future farm reserve against the decline of
natural wild reefs. We intend to grow, harvest and distribute as many varieties of hard and soft sizes as possible for use by consumers
and as a source for advances in bio-research. The uses for coral as a source of potential leading edge medical discoveries are
an attractive opportunity for the Company’s coral farming activity. We believe that the world of bio-research is a natural
continuation of our core coral propagation business. Accordingly on October 23, 2011, the Company formed a subsidiary, Rainbow
Biosciences, LLC to look into the opportunities within the bioscience market. On March 13, 2012, we entered into a stock purchase
agreement (“N3D Stock Purchase Agreement”) with Nano3D Biosciences, Inc. (“N3D”), a Texas corporation that
has developed a unique concept in three dimensional cell research tools. Under the terms of the N3D Stock Purchase Agreement, we
have agreed to acquire 604 shares of common stock of N3D, representing approximately 5% of the outstanding shares on the date of
the agreement, for a price of $413.62. The total purchase price of $249,826 will be paid by making weekly payments of $5,000 until
fully paid. We may discontinue payment of the purchase price at any time by providing written notice to N3D. This would result
in our owning fewer than 604 shares. Rainbow Biosciences, LLC will continue to research opportunities into the bioscience markets.



The Company’s fiscal year ends on March
31.



We were a development stage entity until June
13, 2011 when we acquired Father Fish Aquarium, Inc.



EMPLOYEES AND EMPLOYMENT AGREEMENTS



As of March 31, 2012, we have two employees.
We do not have any employment agreements with any employees.



We do not presently have pension, health insurance,
stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal
benefits available to our sole director and officer.



Item 1A. Risk Factors.



As a smaller reporting company we are not required
to provide the information required by this item.



Item 1B. Unresolved Staff Comments.



Not applicable.



Item 2. Properties.



Executive Offices



Our executive offices are located at 495 Grand
Blvd., Suite 206, Miramar Beach, Florida 32550.  We rent office space on a month-to-month basis.



Item 3. Legal Proceedings.



We know of no material, active or pending legal
proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material
interest adverse to us.



Item 4. Mine Safety Disclosure



Not applicable.




    - 1 -
    Part II



Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market Information



Our common stock began trading on the “Over
the Counter” Bulletin Board (“OTC”) under the symbol “RBCC” in September 2011. The following table
sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and summarized
by OTC Markets Group, Inc. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or
commission and may not represent actual transactions. There is an absence of an established trading market for the Company’s
common stock, as the market is limited, sporadic and highly volatile, which may affect the prices listed below.



High
    
    
    LowFiscal Year Ended March 31, 2012Quarter ended September 30, 2011
    
    $
    25.00
    
    
    $
    25.00Quarter ended December 31, 2011
    
    $
    60.00
    
    
    $
    1.40Quarter ended March 31, 2012
    
    $
    66.00
    
    
    $
    6.40Fiscal Year Ending March 31, 2013Quarter ended June 30, 2012
    
    $
    14.00
    
    
    $
    0.51

On June 1, 2012, the majority shareholder of the Company approved
a 1-for-20 reverse stock split. This stock split was effective June 28, 2012.



Holders



As of the date of this filing, there were two holders of record
of our common stock.



Dividends



To date, we have not paid dividends on shares
of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The
payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant
by our Board of Directors.



Common Stock



We are authorized to issue 100,000,000 shares
of common stock, with a par value of $0.0001. The closing price of our common stock on June 29, 2012, as quoted by OTC Markets
Group, Inc., was $1.01.



Shares of our common stock:



•
    have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;•
    are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;•
    do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and•
    are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles
of Incorporation and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities
of holders of our securities.




    - 2 -
    There were 595,000 shares of common stock issued
and outstanding as of June 30, 2012. All shares of common stock have one vote per share on all matters including election of directors,
without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common
stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the Company, the
holders of common stock will share equally in any balance of the Company’s assets available for distribution to them after
satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the Company are entitled to equal
dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors from
funds legally available.



During the year ended March 31, 2012, there
was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or
qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities
or the modification thereof.



Non-cumulative voting



Holders of shares of our common stock do not
have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining
shares will not be able to elect any of our directors.



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



The following table shows the number of shares of common stock that
could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding options
and warrants, and the remaining shares available for future issuance as of March 31, 2012.



Plan category
    
    Number of securities to be
        issued upon exercise of
        outstanding options, warrants
        and rights
    
    Weighted average exercise
        price of outstanding
        options, warrants and rights
    
    Number of securities
        remaining available
        for future issuanceEquity compensation plans approved by security holders
    
    
    —
    
    
    —
    
    
    —Equity compensation plans not approved by security holders
    
    
    —
    
    
    —
    
    
    —Total
    
    
    —
    
    
    —
    
    
    —

Preferred Stock



Our authorized preferred stock consists of
10,000,000 shares of $0.0001 par value preferred stock.  As of the date of this report, there are no shares of preferred
stock outstanding.  The Company’s preferred stock ranks senior to all other equity securities, including common
stock.  Dividends, when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally
available for such purpose.



Recent Sales of Unregistered Securities



None.



Item 6. Selected Financial Data.



As a smaller reporting company, we are not required to provide the
information required by this Item.




    - 3 -
    Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.



FORWARD LOOKING STATEMENTS



Caution Regarding Forward-Looking Information



All statements contained
in this Form 10-K, other than statements of historical facts, that address future activities, events or developments are forward-looking
statements, including, but not limited to, statements containing the words “believe,” “expect,” “anticipate,”
“intends,” “estimate,” “forecast,” “project,” and similar expressions . All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements
of the plans, strategies and objectives of management for future operations; any statements concerning proposed new acquisitions,
products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any
statements of belief; and any statements of assumptions underlying any of the foregoing.  These statements are based on certain
assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual
results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may
cause actual results to differ materially.



Consequently, all of
the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance
that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on our business operations.  Readers are cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company’s views as of the date the statement was made. The Company undertakes
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.



The following discussion and analysis should
be read in connection with the Company’s audited consolidated financial statements and related notes thereto, as included
in this report.



The following is management’s discussion and
analysis of certain significant factors that have affected our financial position and operating results during the periods included
in the accompanying consolidated financial statements, as well as information relating to the plans of our current management.



Going Concern



We incurred a net loss of $555,211 for the
year ended March 31, 2012. Net cash used by operations for the year ended March 31, 2012 was $195,095. We do not anticipate having
positive net income in the immediate future.   These conditions create an uncertainty as to our ability to continue as
a going concern.



We will need to obtain loans or other financing
in order to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance
that we will be able to obtain these loans or that they will be available to us on terms that are acceptable to the Company.  We
will not be able to continue operations without them. We are pursuing alternate sources of financing, but there is no assurance
that additional capital will be available to the Company when needed or on acceptable terms.



Results of Operations for the year ended
March 31, 2012 compared to the period from inception (August 13, 2010) through March 31, 2011



Revenue, Cost of Goods Sold and Gross Profit



During the year ended March 31, 2012, we recognized
revenue of $74,675 and cost of goods sold of $46,061, resulting in gross profit of $28,614. We did not recognize any revenue or
cost of goods sold during the period from inception (August 13, 2010) through March 31, 2011. From the date of inception, August
13, 2010, through the date of the acquisition of Father Fish Aquarium, Inc. (“Father Fish”) on June 13, 2011, we were
in the development stage. As a result of the acquisition of Father Fish, we began to generate revenue from operations and emerged
from the development stage.




    - 4 -
    General and administrative expenses



We recognized general and administrative expenses
in the amount of $582,349 and $17,013 for the year ended March 31, 2012 and for the period from inception (August 13, 2010) through
March 31, 2011, respectively. During the year ended March 31, 2012, we issued stock for services resulting in general and administrative
expense of $355,000. The remaining increase in general and administrative expenses was the result of the increased operations of
the Company as a result of the acquisition of Father Fish.



Liquidity and Capital Resources



Net cash used by operating activities was $195,095
for the year ended March 31, 2012.



The Company anticipates it will require around
$200,000 to sustain operations and implement its business plan over the next twelve months. The Company intends to seek to raise
these funds through equity and debt financing; however, there is no guarantee that funds will be raised and the Company has no
agreements in place as of the date of this filing for any financing.



We do not have any material commitments for
capital expenditures. However, should we execute our business plan as anticipated, we would incur substantial capital expenditures
and require financings in addition to what is required to fund our present operations.



Additional Financing



Additional financing is required to continue
operations. Although actively searching for available capital, the Company does not have any current arrangements for additional
outside sources of financing and cannot provide any assurance that such financing will be available.



Off Balance Sheet Arrangements



None.



Critical Accounting Policies and Recent
Accounting Pronouncements



We have identified the policies below as critical
to our business operations and the understanding of our financial statements. A complete discussion of our accounting policies
is included in Notes 2 and 3 of the Notes to Financial Statements.



USE OF ESTIMATES - The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



GOING CONCERN - The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. For the year ended March 31, 2012, the
Company had a net loss of $555,211 and generated negative cash flow from operations in the amount of $195,095. In view of these
matters, the Company’s ability to continue as a going concern is dependent upon its ability to achieve a level of profitability
or to obtain additional capital to finance its operations. The Company intends on financing its future development activities and
its working capital needs largely from the sale of public equity securities with some additional funding from other traditional
financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue
as a going concern.



Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.



As a smaller reporting company, we are not required to provide the
information required by this Item.




    - 5 -
    Item 8. Financial Statements and Supplementary Data.



Peter Messineo
        Certified Public Accountant
        1982 Otter Way Palm Harbor FL 34685
        peter@pm-cpa.com
        T 727.421.6268 F 727.674.0511

Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Shareholders:

Rainbow Coral Corp.



I have audited the consolidated balance sheets
of Rainbow Coral Corp. (the “Company”) as of March 31, 2012 and 2011, and the related consolidated statements of operations,
stockholders’ deficit, and consolidated cash flows for each of the years then ended. These financial statements are the responsibility
of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.



I conducted my audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the
audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was
not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable
basis for my opinion.



In my opinion, the consolidated financial statements,
referred to above, present fairly, in all material respects, the consolidated financial position of Rainbow Coral Corp. as of March
31, 2012 and 2011, and the consolidated results of its operations and its consolidated cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has recurring losses from operations, has negative working capital, has negative cash flows from operations, and is requiring
traditional financing or equity funding to continue its operating plan. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also
described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

July 6, 2012




    - 6 -
    Rainbow Coral Corp.

CONSOLIDATED BALANCE SHEET



March 31,2012
    
    2011ASSETSCurrent AssetsCash and cash equivalents
    
    $
    20,219
    
    $
    20,019Prepaid expenses
    
    
    350
    
    
    —Inventory
    
    
    28,253
    
    
    —Total current assets
    
    
    48,822
    
    
    20,019Fixed assets
    
    
    6,460
    
    
    —Goodwill
    
    
    27,868
    
    
    —TOTAL ASSETS
    
    $
    83,150
    
    $
    20,019LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable
    
    $
    30,848
    
    $
    3,032Advances payable
    
    
    182,751
    
    
    —Total current liabilities
    
    
    213,599
    
    
    3,032Note payable
    
    
    21,476
    
    
    —Note payable to related party
    
    
    31,299
    
    
    —TOTAL LIABILITIES
    
    
    266,374
    
    
    3,032Stockholders’ DeficitPreferred stock; $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2012 and 2011
    
    
    —
    
    
    —Common stock, 100,000,000 authorized; $0.0001 par value 575,000 and 550,000 shares issued and outstanding at March 31, 2012 and 2011, respectively
    
    
    58
    
    
    55Additional paid in capital
    
    
    388,942
    
    
    33,945Accumulated deficit
    
    
    (572,224
    )
    
    (17,013
    )Total stockholders’ deficit
    
    
    (183,224
    )
    
    16,987TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
    
    $
    83,150
    
    $
    20,019

The accompanying notes are an integral part
of these consolidated financial statements.




    - 7 -
    Rainbow Coral Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS



Year ended March 31,2012
    
    2011REVENUE
    
    $
    74,675
    
    $
    —COST OF GOODS SOLD
    
    
    46,061
    
    
    —GROSS PROFIT
    
    
    28,614
    
    
    —OPERATING EXPENSESSales, general and administrative expenses
    
    
    582,349
    
    
    17,013LOSS FROM OPERATIONS
    
    
    (553,735
    )
    
    (17,013
    )OTHER INCOME (EXPENSE)Interest expense
    
    
    (1,476
    )
    
    —NET LOSS
    
    $
    (555,211
    )
    $
    (17,013
    )NET LOSS PER COMMON SHARE – Basic and fully diluted
    
    $
    (1.01
    )
    $
    (0.04
    )WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    
    
    551,639
    
    
    469,565

The accompanying notes are an integral part
of these consolidated financial statements.




    - 8 -
    Rainbow Coral Corp.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’
DEFICIT



Common Stock
    
    Additional Paid in
    
    AccumulatedShares
    
    Amount
    
    Capital
    
    Deficit
    
    TotalBalance at Inception, August 13, 2010
    
    
    —
    
    $
    —
    
    $
    —
    
    $
    —
    
    $
    —Issuance of common stock for cash:August 13, 2010, $0.02 per share
    
    
    450,000
    
    
    45
    
    
    8,955
    
    
    —
    
    
    9,000December 23 through 31, 2010, $0.30 per share
    
    
    100,000
    
    
    10
    
    
    24,990
    
    
    —
    
    
    25,000Net loss
    
    
    —
    
    
    —
    
    
    —
    
    
    (17,013
    )
    
    (17,013
    )Balance, March 31, 2011
    
    
    550,000
    
    $
    55
    
    $
    33,945
    
    $
    (17,013
    )
    $
    16,987Issuance of common stock for services
    
    
    25,000
    
    
    3
    
    
    354,997
    
    
    —
    
    
    355,000Net loss
    
    
    —
    
    
    —
    
    
    —
    
    
    (555,211
    )
    
    (555,211
    )Balance, March 31, 2012
    
    
    575,000
    
    $
    58
    
    $
    388,942
    
    $
    (572,224
    )
    $
    (183,224
    )

On June 28, 2012, the Company effected a one-for-20 reverse stock
split. All share and per share amounts have been restated to reflect the reverse split.



The accompanying notes are an integral part
of these consolidated financial statements.




    - 9 -
    Rainbow Coral Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS



Year ended March 31,2012
    
    2011CASH (USED IN) OPERATING ACTIVITIES:Net loss
    $
    (555,211
    )
    $
    (17,013
    )Adjustments to reconcile net loss to net cash used in operating activities:Stock based compensation
    
    355,000
    
    
    —Changes in operating assets and liabilities:Inventory
    
    (21,840
    )
    
    —Prepaid expenses
    
    (350
    )
    
    —Accounts payable and accrued liabilities
    
    27,306
    
    
    3,032NET CASH (USED IN) OPERATING ACTIVITIES
    
    (195,095
    )
    
    (13,981
    )CASH USED IN INVESTING ACTIVITIESAcquisition of Father Fish, net of cash acquired
    
    6,229
    
    
    —Purchase of fixed assets
    
    (6,460
    )
    
    —NET CASH USED IN INVESTING ACTIVITIES
    
    (231
    )
    
    6,229CASH PROVIDED BY FINANCING ACTIVITIES:Proceeds from advances
    
    182,751
    
    
    —Proceeds from issuance of loans to related parties
    
    31,299
    
    
    —Proceeds from sale of stock
    
    —
    
    
    34,000Repayments of notes payable
    
    (18,524
    )
    
    —NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    195,526
    
    
    34,000NET INCREASE IN CASH
    
    200
    
    
    20,019CASH, at the beginning of the period
    
    20,019
    
    
    —CASH, at the end of the period
    $
    20,219
    
    $
    20,019Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest
    $
    —
    
    $
    —Taxes
    $
    —
    
    $
    —Noncash investing and financing transactions:Acquisition of Father Fish for note payable
    $
    40,000
    
    $
    —

The accompanying notes are an integral part
of these consolidated financial statements.




    - 10 -
    Rainbow Coral Corp.

Notes to Consolidated Financial Statements

March 31, 2012



1. BACKGROUND INFORMATION



RAINBOW CORAL CORP. (the “Company”),
a Florida corporation, was formed to build a coral farm facility to develop and propagate (or grow) live coral, independent of
the oceans, as a future farm reserve against the decline of natural wild reefs. We intend to grow, harvest and distribute as many
varieties of hard and soft sizes as possible of captive-bred corals that are attractive, to as many consumers as possible who can
maintain them in a healthy ecosystem aquarium. We believe that coral and other marine aquarium livestock should be supplied by
farms or captive breeders, rather than removed from the natural reefs. The additional uses for coral as a source of potential leading
edge medical discoveries are an attractive opportunity for the Company’s coral farming activity. We believe that the world
of bio-research is a natural continuation of our core coral propagation business. Accordingly on October 23, 2011, the Company
formed a subsidiary, Rainbow Biosciences, LLC to look into the opportunities within the bioscience market. Rainbow Biosciences,
LLC will continue to research opportunities into the bioscience markets.





The Company was incorporated on August 13,
2010 with its corporate headquarters located in Miramar Beach, Florida.  The Company’s fiscal year has been changed from August
31 to March 31.



We were a development stage entity until June
13, 2011 when we acquired Father Fish Aquarium, Inc. See Note 4.



2. GOING CONCERN



The Company incurred a net loss of $555,211
during year ended March 31, 2012 and had net cash used in operating activities of $195,095 for the same period. In view of these
matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability
or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. The Company intends
on financing its future development activities and its working capital needs largely from the issuance of debt or convertible debt
until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements
of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.



3. SIGNIFICANT ACCOUNTING POLICIES



The significant accounting policies followed
are:



USE OF ESTIMATES - The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



PRINCIPALS OF CONSOLIDATION - The consolidated
financial statements include the accounts and operations of Rainbow Coral Corp. and its wholly owned subsidiary, Father Fish Aquarium,
Inc. (collectively referred to as the “Company”).  Accordingly, the assets and liabilities, and expenses
of this company have been included in the accompanying consolidated financial statements, and material intercompany transactions
have been eliminated.



CASH AND CASH EQUIVALENTS - All cash, other
than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed
the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less
are considered to be cash equivalents. As of March 31, 2012, there were no cash equivalents.




    - 11 -
    IMPAIRMENT OF LONG-LIVED ASSETS – Long-lived
assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable
if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If
it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived
asset exceeds its fair value. The Company determined that there was no impairment of long-lived assets during the year ended February
29, 2012.



GOODWILL – Goodwill represents the excess
of purchase price and related costs over the value assigned to the net tangible and intangible assets of businesses acquired. We
evaluate goodwill for impairment utilizing undiscounted projected cash flows in accordance with the Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill
and Other”. The Company has determined that there was no impairment of goodwill during the year ended March 31, 2012.



RESEARCH AND DEVELOPMENT EXPENSES - Expenditures
for research, development, and engineering of products are expensed as incurred. There has been no research and development cost
incurred for the year ended March 31, 2012.



COMMON STOCK - The Company records common stock
issuances when all of the legal requirements for the issuance of such common stock have been satisfied.



REVENUE AND COST RECOGNITION - The Company
has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or
cost.



ADVERTISING COSTS - The Company’s policy regarding
advertising is to expense advertising when incurred. There has been no advertising cost incurred for the year ended March 31, 2012.



INCOME TAXES - Income taxes are provided for
the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting
from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities
for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those
differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.



The Company adopted the provisions of FASB
ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). The Company has not recognized a liability as a result of the
implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided
since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties
as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest
accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.



EARNINGS (LOSS) PER SHARE - Basic loss per
share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for
the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common
shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable
to common stock. In   periods in which a net loss has been incurred, all potentially dilutive common shares are
considered antidilutive and thus are excluded from the calculation. At March 31, 2012, the Company did not have any potentially
dilutive common stock equivalents.



FINANCIAL INSTRUMENTS - In September 2006,
the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure
about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities
and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements
and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy are described below:




    - 12 -
    •
    Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.•
    Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.•
    Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of March 31, 2012. The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued   expenses.
The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms
which is not significantly different from its stated value.



On March 31, 2012, the Company applied ASC
820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial
assets and liabilities did not have a significant impact on the Company’s financial statements.



RECENT ACCOUNTING PRONOUNCEMENTS



Except for rules and interpretive releases
of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole
source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the
aforementioned rules, releases and recent pronouncements and believes any effect will not have a material impact on the Company’s
present or future financial position or result of operations.



4. ACQUISITION OF FATHER FISH AQUARIUM,
INC.



On June 13, 2011, Rainbow Coral Corp. entered
into an agreement to purchase all of the assets and the business of Father Fish Aquarium, Inc. (“Father Fish”) for
$50,000. Father Fish was owned and operated by Lou Foxwell, the Company’s CEO and sole director. Rainbow Coral, as the surviving
entity, will continue the business operations as a publicly-traded business under the same name of Rainbow Coral Corp. In the Agreement,
the parties agreed that Rainbow Coral Corp would convey to Lou Foxwell at closing $10,000 cash and a note payable in the amount
of $40,000.  The note bears interest at 6% per year and is payable in 16 monthly installments of $2,500 with a final balloon
payment due in the 17th month.



5. INVESTMENT IN NANO3D BIOSCIENCES



On March 13, 2012, we entered into a stock
purchase agreement (“N3D Stock Purchase Agreement”) with Nano3D Biosciences, Inc. (“N3D”), a Texas corporation
that has developed a unique concept in three dimensional cell research tools. Under the terms of the N3D Stock Purchase Agreement,
we have agreed to acquire 604 shares of common stock of N3D, representing approximately 5% of the outstanding shares on the date
of the agreement, for a price of $413.62. The total purchase price of $249,826 will be paid by making weekly payments of $5,000
until fully paid. We may discontinue payment of the purchase price at any time by providing written notice to N3D. This would result
in our owning fewer than 604 shares.



Through March 31, 2012, we have made payments
totaling $15,000 to N3D. This investment is being accounted for on the cost basis. As of March 31, 2012, we have written off the
investment to general and administrative expense due to the uncertainty about whether the carrying amount is recoverable.




    - 13 -
    6. RELATED PARTY TRANSACTIONS



On August 13, 2010, the Company sold 450,000
shares of common stock to its founder, Lou Foxwell, for $0.02 per share. On October 13, 2011, Mr. Foxwell sold his shares to Glendive
Investments, a Polish company, for cash proceeds of $10,000.



The above terms and amounts are not necessarily
indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent
parties.



The officer and director of the Company is
involved in other business activities and may, in the future, become involved in other business opportunities that become available.
Our sole officer and director may face a conflict in selecting between the Company and other business interests. The Company has
not formulated a policy for the resolution of such conflicts.



7. INCOME TAXES



The Company has not recognized an income tax
benefit for its operating losses generated through March 31, 2012 based on uncertainties concerning the Company’s ability
to generate taxable income in future periods.  The tax benefit is offset by a valuation allowance established against
deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered
more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management
considers realization of such amounts to be more likely than not.



The provision for income taxes is different
from that which would be obtained by applying the statutory federal income tax rate to income before income taxes.



August 13, 2010(date of inception)Year ended
    
    throughMarch 31, 2012
    
    March 31, 2011Tax benefit at U.S. statutory rate
    
    $
    155,500
    
    $
    5,800State income tax benefit, net of federal benefit.
    
    
    13,900
    
    
    400169,400
    
    
    6,200Non deductible stock based compensation
    
    
    (106,500
    )
    
    —Valuation allowance
    
    
    (62,900
    )
    
    (6,200
    )Income tax expense
    
    $
    —
    
    $
    —

The Company did not have any temporary differences
for the year ended March 31, 2012 or for the period from August 13, 2010 (Date of Inception) through March 31, 2011.  The
deferred tax asset generated by the loss carry-forward has been fully reserved.



March 31,2012
    
    2011Deferred tax asset, generated from net operating loss at statutory rates
    
    $
    112,700
    
    $
    6,200Valuation allowance
    
    
    (112,700
    )
    
    (6,200
    )$
    —
    
    $
    —

8. STOCKHOLDERS’ EQUITY



On March 5, 2012, the Company approved a 2012
Stock Plan for Directors, Officers and Consultants (“Plan”) for the issuance of up to 6,000,000 shares of common stock
or equivalent value, as determined. The Plan provides eligible employees and consultants the opportunity to participate in the
enhancement of shareholder value by the grants of warrants, options, restricted common or convertible preferred stock if, as and
when preferred stock is authorized by the Company and its shareholders, unrestricted common or convertible preferred stock and
other awards under this Plan and to have their bonuses and/or consulting fees payable in warrants, restricted common or convertible
preferred stock, unrestricted common or convertible preferred stock and other awards, or any combination thereof.



On March 7, 2012, the Company issued 25,000
shares of common stock to an individual for consulting services. The shares were valued at $355,000 based on the market value of
the stock on the date of issuance.




    - 14 -
    9. COMMITMENTS, CONTINGENCIES AND SUBSEQUENT
EVENTS



Management has evaluated subsequent events
through the date that our statements were available, which is our auditor’s report date.



On April 13, 2012, the Company issued 20,000
shares of common stock to an individual for consulting services. The shares were valued at $200,000 based on the market value of
the stock on the date of issuance.



From time to time Rainbow Coral Corp. may become
a party to litigation matters involving claims against Rainbow Coral Corp.  Management believes that there are no current
matters that would have a material effect on Rainbow Coral Corp.’s financial position or results of operations.



On June 28, 2012, the Company effected a one-for-20
reverse stock split. All share and per share amounts have been restated accordingly.




    - 15 -
    Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure



None.



Item 9A. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).  Based
upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed
in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required
time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.



Limitations on Systems of Controls



Our management, including our principal executive
officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will
prevent all error or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must
reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Due
to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed
additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in
this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes
that the financial statements included in this report fairly present in all material respects our financial condition, results
of operations and cash flows for the periods presented.



Management’s Report on Internal Control Over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision
of, the company’s principal executive and principal financial officers and effected by the company’s board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States
of America and includes those policies and procedures that:



•
    Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;•
    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and•
    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.




    - 16 -
    As of March 31, 2012, management assessed the
effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial
reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation
of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be
material weaknesses.



The matters involving internal controls and
procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight
Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority
of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective
controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by
our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2012.



Management believes that the material weaknesses
set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack
of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement
in our financial statements in future periods.



Management’s Remediation Initiatives



In an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series
of measures:



We will create a position to segregate duties
consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting
function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall
be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management
when funds are available to us.



Management believes that the appointment of
one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning
audit committee and a lack of a majority of outside directors on our Board.



We will work as quickly as possible to implement
these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.



Changes in internal controls over financial
reporting



There was no change in our internal controls
over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.



Changes In Internal Control Over Financial
Reporting



There were no changes in our internal control
over financial reporting that occurred during the three months ended March 31, 2012, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information



On June 28, 2012, the Company effected a one-for-20
reverse stock split.




    - 17 -
    Part III



Item 10. Directors, Executive Officers and
Corporate Governance.



Officers and Directors



Our sole Officer and Director will serve until
his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve
until his successor(s) is duly elected and qualified, or until he is removed from office. The board of directors has no nominating,
auditing or compensation committees.



The name, address, age and position of our
president, secretary/treasurer, and director is set forth below:



NAME AND ADDRESS
    
    AGE
    
    POSITION(S)Patrick Brown
    
    45
    
    President, Secretary/Treasurer495 Grand Blvd., Suite 206
    
    
    
    Chief Executive OfficerMiramar Beach, FL 32550
    
    
    
    Principal Financial Officer and Sole Director

Lou Foxwell was the sole Officer and Director
at the inception of the Company.



On October 14, 2011 our Board of Directors
appointed Patrick Brown to serve as CEO, President and a member of the Board of Directors.



Additionally, on October 14, 2011, Mr. Louis
Foxwell resigned as our CEO, President and Director. He will remain as the President of our Father Fish subsidiary and will continue
to manage that segment of our business. Mr. Foxwell’s resignation was not the result of a disagreement with the Company.



Business Experience



PATRICK BROWN, CHIEF EXECUTIVE OFFICER AND
SOLE DIRECTOR



Over the past two decades, Mr. Brown has cultivated
a wealth of knowledge and expertise as an executive and financial consultant for international clean-energy innovators in the U.S.
and abroad. In addition to his work assessing the prospects and feasibility of clean-energy projects, Mr. Brown is highly experienced
in securing financing for new technologies from government and venture capital sources. Prior to joining the Company Mr. Brown
was the President of West Coast Financial Services, Ltd. which provided boutique financial consulting services for private and
pre-listed public companies. From 2009 – 2011, he worked for MNP, LLP, a Canadian accounting firm, where he maintained a
client base in entertainment, renewable energy and emerging markets. From 2005 to 2009, he worked for RSM Richter, LLP where he
branded the firm’s emerging markets and renewable energy practice specialty. He is trained as a Canadian Chartered Accountant,
and holds a diploma from the British Columbia Institute of Technology in Financial Management with an option in Taxation. Mr Brown
also serves as Chief Executive Office and sole director of On the Move Systems, Inc.



Mr. Brown does not hold and has not held over
the past five years any other directorships in any company with a class of securities registered pursuant to section 12 of the
Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under
the Investment Company Act of 1940.



Family Relationships



There are no family relationships among our
directors, executive officers or persons nominated to become executive officers or directors.



Involvement in Certain Legal Proceedings



During the past ten (10) years, none of our
directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal
proceedings listen in Item 401 (f) of Regulation S-K.




    - 18 -
    Arrangements



There are no arrangements or understandings
between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive
officer or director.



Item 11. Executive Compensation.



Mr. Brown is being paid $5,500 per month. We
have no employment agreement with Mr. Brown. He receives no other compensation other than the salary described above.



Subsequent to the acquisition of the assets
of Father Fish, Mr. Foxwell is being compensated at a rate of $2,500 per month.



The table below summarizes all compensation
awarded to, earned by, or paid to our named officers and directors for all services rendered in all capacities to us during the
year ended March 31, 2012 and for the period from inception (August 13, 2010) through March 31, 2011.



SUMMARY COMPENSATION TABLE



Name and principal position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Stock Awards ($)
    
    Option Awards ($)
    
    Non-Equity Incentive Plan Compensation ($)
    
    Nonqualified Deferred Compensation Earnings ($)
    
    All Other Compensation
    
    Total ($)Patrick Brown, CEO
    
    2012
    
    $ 27,500
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $ 27,5002011
    
    $        —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $        —Lou Foxwell, former CEO
    
    2012
    
    $ 22,500
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $ 22,5002011
    
    $        —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $    —
    
    $        —

There are no other stock option plans, retirement,
pension, or profit sharing plans for the benefit of our Officers and Director other than as described herein.



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END



The table below summarizes all unexercised
options, stock that has not vested, and equity incentive plan awards for each named executive officer as of March 31, 2012.



OPTION AWARDS
    
    STOCK AWARDSName
    
    Number of Securities Underlying Unexercised Option (#) Exercisable
    
    Number of Securities Underlying Unexercised Options (#) Unexercisable
    
    Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
    
    Option Exercise Price ($)
    
    Option Expiration Date
    
    Number of Shares or Units of Stock That Have Not Vested (#)
    
    Market Value of Shares or Units of Stock That Have Not Vested ($)
    
    Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
    
    Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)Patrick Brown
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —Lou Foxwell
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —
    
    —


    - 19 -
    There were no grants of stock options since
inception to the date of this disclosure.



We do not have any long-term incentive plans
that provide compensation intended to serve as incentive for performance.



The Company has not adopted any stock option
plans. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may
be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the
power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided
that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option
plan for our officers and directors and may reserve up to 10% of our outstanding shares of common stock for that purpose.



OPTIONS GRANTS DURING THE LAST FISCAL YEAR
/ STOCK OPTION PLANS



We do not currently have a stock option plan
in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not
in tandem with stock appreciation rights (known as SARs) or freestanding SARs have been made to our Sole Director and Officer since
our inception; accordingly, no stock options have been granted or exercised by our Sole Director and Officer since we were founded.



AGGREGATED OPTIONS EXERCISES IN LAST FISCAL
YEAR



No individual grants of stock options, whether
or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole Officer and Director
since our inception; accordingly, no stock options have been granted or exercised by our sole Officer and Director since we were
founded.



LONG-TERM INCENTIVE PLANS AND AWARDS



We do not have any long-term incentive plans
that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts
under non-stock price-based plans have been made to our sole Officer and Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by
our Sole Director and Officer or employees or consultants since we were founded.



COMPENSATION OF DIRECTORS



Our sole officer and director is compensated
at the rate of $5,500 per month. He is reimbursed for reasonable out-of-pocket expenses incurred.



There are no arrangements pursuant to which
our sole officer and director is or will be compensated in the future for any services provided as a director.



We do not have any agreements for compensating
our directors for their services in their capacity as directors, although such directors are expected in the future to receive
compensation for their services.



EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT,
CHANGE-IN-CONTROL ARRANGEMENTS



There are no compensation plans or arrangements,
including payments to be made by us, with respect to Mr. Brown that would result from his resignation, retirement or any other
termination. There are no arrangements for directors, officers or employees that would result from a change-in-control.



DIRECTOR COMPENSATION



The table below summarizes all compensation
awarded to, earned by, or paid to our sole officer and director for all services rendered in all capacities to us for the year
ended March 31, 2012.




    - 20 -
    DIRECTOR COMPENSATION



Name
    
    Fees Earned or Paid in Cash ($)
    
    Stock Awards ($)
    
    Option Awards ($)
    
    Non-Equity Incentive Plan Compensation ($)
    
    Non-Qualified Deferred Compensation Earnings ($)
    
    All Other Compensation ($)
    
    Total ($)Patrick Brown
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0Lou Foxwell
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0
    
    0

At this time, we have not entered into any
employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations,
we may enter into employment agreements with our sole officer and director or future key staff members.



DIRECTOR INDEPENDENCE



We do not currently have any independent directors
and we do not anticipate appointing additional directors in the foreseeable future. If we engage further directors and officers,
however, we plan to develop a definition of independence.



Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.



The following table sets forth certain information
as of June 30, 2012, with respect to the beneficial ownership of shares of the Company’s common stock by (i) each person
known to us who owns beneficially more than 5% of the outstanding shares of the Company’s common stock, (ii) each of our
Directors, (iii) each of our Executive Officers, and (iv) all of our Executive Officers and Directors as a group. Unless otherwise
indicated, each stockholder has sole voting and investment power with respect to the shares shown.  As of June 30, 2012,
there were 595,000 shares of the Company’s common stock issued and outstanding.



Name and address of beneficial owner
    
    Relationship to Registrant
    
    Number of Shares of Common Stock
    
    Percentage of
Common Stock  (1)Glendive Investments
        Al. Jerozolimskie 56C
        Warsaw, 00-803
        Poland
    
    Shareholder
    
    
    450,000
    
    
    59.7
    %Patrick Brown
    
    Sole Director and CEO
    
    
    -nil-
    
    
    0.0
    %All Officers and Directors as a group (total of 1)
    
    
    
    
    -nil-
    
    
    0.0
    %

(1)
    Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 31, 2012.


    - 21 -
    Item 13. Certain Relationships and Related
Transactions, and Director Independence.



Related Transactions



On March 25, 2010, we issued 9,000,000 shares
of our common stock to our sole director and officer at $0.001 per share for aggregate proceeds of $9,000.



In August 13, 2010, we sold 450,000 shares
of common stock to our founder, Lou Foxwell, for $0.02 per share. On October 13, 2011, Mr. Foxwell sold his shares to Glendive
Investments, a Polish company, for cash proceeds of $10,000.



On June 13, 2011, we acquired all of the assets
and assumed the liabilities of Father Fish. The assets of Father Fish included primarily inventory. As of the date on which the
agreement was entered into, because Mr. Foxwell was the sole officer and director of both Rainbow Coral and Father Fish, a material
relationship existed between the parties. The amount of consideration exchanged for the assets was $50,000; $10,000 cash at closing
and a $40,000 note to Mr. Foxwell. The purchase price was determined by using market multiples of EBITDA.



Item 14. Fees and Services.



The following is a summary of the fees billed
to the Company by its independent accountants, Peter Messineo, CPA, for the year ended March 31, 2012:



Fee Category
    
    2012Audit Fees
    
    $
    4,100Audit-Related Fees (1)
    
    
    —Tax Fees (2)
    
    
    —All Other Fees (3)
    
    
    —Total Fees
    
    $
    4,100

Notes to the Accountants Fees Table:



(1)
    Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”(2)
    Consists of fees for professional services rendered by our principal accountants for tax related services.(3)
    Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above.

As part of its responsibility for oversight
of the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and permitted
non-audit services provided by our independent registered public accountants. In accordance with this policy, each type of audit,
audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such
service, together with a fee level or budgeted amount for such service, is pre-approved by the Board. All of the services provided
by Peter Messineo, CPA described above were approved by our Board.



The Company’s principal accountant did
not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.




    - 22 -
    Part IV



Item 15. Exhibits and Financial Statement Schedules.



Exhibit Number Description



2.1
    Stock Purchase Agreement, dated as of June 13, 2011, by and among Rainbow Coral Corporation and Father Fish Aquarium, Inc. (1)2.2
    Membership Interest Purchase Agreement, dated as of June 13, 2011 by and among Father Fish Aquarium, Inc. and Father Fish Aquarium, LLC. (1)3.1
    Articles of Incorporation of Rainbow Coral Corp. (2)3.2
    Articles of Amendment of Rainbow Coral Corp. (1)3.3 *
    Articles of Amendment of Rainbow Coral Corp.3.4
    Bylaws of Rainbow Coral Corp. (2)3.5
    Articles of Incorporation of Father Fish Aquarium, Inc. (1)3.6
    Articles of Amendment of Father Fish Aquarium, Inc. (1)3.7
    Bylaws of Father Fish Aquarium, Inc. (1)3.8
    Articles of Organization of Father Fish Aquarium, LLC (1)3.9
    Articles of Amendment of Father Fish Aquarium, LLC (1)3.10
    Bylaws of Father Fish Aquarium, LLC (1)10.1
    Note from Rainbow Coral Corp. to Louis Foxwell (1)31.1 *
    Section 302 Certification32.1 *
    Section 906 Certification101 *
    XBRL Interactive Data

* Filed or furnished herewith



(1) Incorporated by reference to the comparable
exhibit filed with our Form 8-K filed on June 13, 2011

(2) Incorporated by reference to the comparable
exhibit filed with our Registration Statement on Form S-1




    - 23 -
    SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: July 16, 2012
    Rainbow Coral Corp.By: /s/ Patrick BrownPatrick BrownChairman of the BoardChief Executive OfficerPrincipal Financial Officer


    - 24 -